الإحصائيات الأساسية
| CIK | 1860879 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rigel Resource Acquisition Corp. - Equity Warrant
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41022 CUSIP Number: G7573M 106 G7573M 114 G7573M 122 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (C |
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| August 13, 2025 |
Amendment to Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RIGEL RESOURCE ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the words: “In the event th |
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| August 13, 2025 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (C |
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| August 8, 2025 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resourc |
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| May 14, 2025 |
Amendment to Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RIGEL RESOURCE ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the words: “In the event th |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 14, 2025 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (Com |
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| May 12, 2025 |
Letter of Marcum LLP to the Securities and Exchange Commission dated May 12, 2025 Exhibit 16.1 May 12, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Rigel Resource Acquisition Corp. under Item 4.01 of its Form 8-K dated May 12, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Rigel Resource Acquisitio |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (Comm |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource Acq |
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| February 28, 2025 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| February 28, 2025 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 25, 2025 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| February 10, 2025 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 30, 2025 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2025 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 15, 2025 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| December 27, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| December 27, 2024 |
EX-2.1 2 rigelresourceex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AMENDED AND RESTATED OMNIBUS AMENDMENT This AMENDED AND RESTATED OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of December 20, 2024 by and among Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), Blyvoor Gold Operations Proprietary Limited, |
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| December 27, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| December 17, 2024 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| December 13, 2024 |
OTC Markets Group Welcomes Rigel Resource Acquisition Corp to OTCQX Exhibit 99.1 Source: OTC Markets December 12, 2024 07:00 ET OTC Markets Group Welcomes Rigel Resource Acquisition Corp to OTCQX NEW YORK, Dec. 12, 2024 (GLOBE NEWSWIRE) - OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for trading 12,000 U.S. and international securities, today announced Rigel Resource Acquisition Corp (OTCQX: RRACF), a special purpose acquisition company, has |
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| November 20, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A ordinary shares, Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, and Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11. |
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| November 19, 2024 |
RRAC / Rigel Resource Acquisition Corp. / Sculptor Capital LP - SC 13G Passive Investment SC 13G 1 d34525dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RIGEL RESOURCE ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) November 14, 2024 (Date of Event Which Requires Filing of this |
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| November 14, 2024 |
RRAC / Rigel Resource Acquisition Corp. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2024 |
EX-99.A 2 d894515dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Res |
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| November 14, 2024 |
RRAC / Rigel Resource Acquisition Corp. / Centiva Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2024 |
RRAC / Rigel Resource Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d894515dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rigel Resource Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G7573M106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| November 14, 2024 |
EX-99.B 3 d894515dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| November 13, 2024 |
RRAC / Rigel Resource Acquisition Corp. / DUMAC, INC. Passive Investment SC 13G 1 formsc13g-rigel.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Rigel Resource Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| November 5, 2024 |
Nov. 5, 2024 / Business Wire/ -- Exhibit 99.1 Nov. 5, 2024 / Business Wire/ - Rigel Resource Acquisition Corp (the “Company” or “Rigel”) (NYSE: RRAC) announced that it received a notification letter from the New York Stock Exchange (“NYSE”) on November 4, 2024, stating that it would suspend the listing of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), (ii) warrants, each ex |
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| October 18, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) |
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| October 18, 2024 |
Exhibit 10.1 JOINDER TO SPONSOR SUPPORT AGREEMENT THIS JOINDER to that certain Sponsor Support Agreement, dated as of March 11, 2024 (as amended from time to time, the “Sponsor Support Agreement”), by and among Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I thereto (such Persons together with the Sponso |
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| October 18, 2024 |
Exhibit 2.1 OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of October 17, 2024 by and among Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (“Tailings”, and together with Blyvoor Resources, “Targ |
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| October 7, 2024 |
RRAC / Rigel Resource Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.1)* Under the Securities Exchange Act of 1934 Rigel Resource Acquisition Corp. (Name of Issuer) Class A (Title of Class of Securities) G7573M106 (CUSIP Number) 9/30/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| September 30, 2024 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resource Acquisition Corp. |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource A |
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| September 27, 2024 |
September 27, 2024 Via EDGAR Mr. William Demarest Ms. Kristina Marrone Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Rigel Resource Acquisition Corp Form 10-K for the year ended December 31, 2023 Filed March 22, 2024 File No. 001-41022 Dear Mr. Demarest and Ms. Marrone: Rigel Resource Acquisition Cor |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rigel Resource Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) August 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| September 5, 2024 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resources Acquisition Corp. |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 Rigel Resource Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporatio |
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| August 26, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| August 22, 2024 |
RRAC / Rigel Resource Acquisition Corp. / ICS OPPORTUNITIES, LTD. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RIGEL RESOURCE ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7573M106 (CUSIP Number) AUGUST 13, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 Rigel Resource Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporation |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource |
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| August 13, 2024 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RIGEL RESOURCES ACQUISITION CORP “RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the words: “In the event that the Company does not consummate a Business Combi |
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| August 13, 2024 |
Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURIT |
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| August 13, 2024 |
Promissory Note, dated as of May 30, 2024, by and between the Company and the Sponsor. Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| August 9, 2024 |
Gold Producer with Industry - Leading Growth Transforming into a Multi - Asset Operation August 2024 Exhibit 99.1 Gold Producer with Industry - Leading Growth Transforming into a Multi - Asset Operation August 2024 Disclaimer 1 Information Subject to Change The information contained herein has not been finalized and is subject to change (together with oral statements made in connection therewith, this “Presentation”) . This Presentation is provided for informational purposes only and has been pre |
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| August 9, 2024 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resources Acquisition Corp. |
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| August 9, 2024 |
Filed by Aurous Resources Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rigel Resources Acquisition Corp. |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (C |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001 |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (Co |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resourc |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource Acq |
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| March 22, 2024 |
Clawback Policy of the Company. Exhibit 97.1 RIGEL RESOURCE ACQUISITION CORP CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Rigel Resource Acquisition Corp (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effect |
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| March 12, 2024 |
Filed by Rigel Resource Acquisition Corp Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Rigel Resource Acquisition Corp Commission File No. |
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| March 11, 2024 |
Form of Subscription Agreement Exhibit 10.2 Execution Version Subscription Agreement This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is entered into this 11th day of March, 2024, by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), RRAC NewCo, a Cayman Islands exempted company and wholly owned subsidiary of Rigel (“Newco”), and Blyvoor Gold Proprietary Limited, a South African pr |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (C |
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| March 11, 2024 |
Exhibit 99.1 Aurous to go Public via Business Combination with Rigel Resource Acquisition Corp ● Aurous is a cash-generating, gold producer in South Africa, with industry-leading, mid-term production growth and a first quartile production-cost position. ● Aurous intends to ramp up Blyvoor Mine gold production to average ~150koz per year at an all-in-sustaining-cost of ~$815/oz with further upside |
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| March 11, 2024 |
Exhibit 2.2 ENSafrica The MARC | Tower 1 129 Rivonia Road Sandton Johannesburg South Africa 2196 P O Box 783347 Sandton South Africa 2146 Docex 152 Randburg tel +2711 269 7600 [email protected] 11.3.24 Execution Version EXCHANGE AGREEMENT entered into between RRAC NEWCO and BLYVOOR GOLD PROPRIETARY LIMITED (Registration No. 2015/122164/07) and ORION MINE FINANCE FUND II l.P. (Company No. OC404376 |
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| March 11, 2024 |
Exhibit 99.1 Aurous to go Public via Business Combination with Rigel Resource Acquisition Corp ● Aurous is a cash-generating, gold producer in South Africa, with industry-leading, mid-term production growth and a first quartile production-cost position. ● Aurous intends to ramp up Blyvoor Mine gold production to average ~150koz per year at an all-in-sustaining-cost of ~$815/oz with further upside |
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| March 11, 2024 |
Exhibit 2.2 ENSafrica The MARC | Tower 1 129 Rivonia Road Sandton Johannesburg South Africa 2196 P O Box 783347 Sandton South Africa 2146 Docex 152 Randburg tel +2711 269 7600 [email protected] 11.3.24 Execution Version EXCHANGE AGREEMENT entered into between RRAC NEWCO and BLYVOOR GOLD PROPRIETARY LIMITED (Registration No. 2015/122164/07) and ORION MINE FINANCE FUND II l.P. (Company No. OC404376 |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 Rigel Resource Acquisition Corp (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41022 98-1594226 (State or Other Jurisdiction of Incorporation) (C |
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| March 11, 2024 |
Exhibit 99.2 Gold Produ c er with Ind u str y - L e a d ing Growth Tran s forming into a Mult i - Ass e t Operati o n M arch 2024 D i scla i mer 1 Info rma ti o n Subj ec t to C h a nge T h e i n f o r m a t i o n , i n c l u d i n g f i na n c i a l i n f o r m a t i on , c on t a i n e d h e r e i n ha s n o t bee n f i n a l i z e d an d i s s ub j e c t to c ha n g e (t og e t h e r w i th o r |
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| March 11, 2024 |
Exhibit 2.1 PRIVILEGED & CONFIDENTIAL EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited Rigel Resource Acquisition Corp, RRAC NEWCO, AND RRAC MERGER SUB dated as of March 11, 2024 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to cr |
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| March 11, 2024 |
Exhibit 2.1 PRIVILEGED & CONFIDENTIAL EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited Rigel Resource Acquisition Corp, RRAC NEWCO, AND RRAC MERGER SUB dated as of March 11, 2024 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to cr |
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| March 11, 2024 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 11, 2024 by and among Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (such Persons together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponso |
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| March 11, 2024 |
Form of Subscription Agreement. Exhibit 10.2 Execution Version Subscription Agreement This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is entered into this 11th day of March, 2024, by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), RRAC NewCo, a Cayman Islands exempted company and wholly owned subsidiary of Rigel (“Newco”), and Blyvoor Gold Proprietary Limited, a South African pr |
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| March 11, 2024 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 11, 2024 by and among Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (such Persons together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponso |
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| March 11, 2024 |
Exhibit 99.2 Gold Produ c er with Ind u str y - L e a d ing Growth Tran s forming into a Mult i - Ass e t Operati o n M arch 2024 D i scla i mer 1 Info rma ti o n Subj ec t to C h a nge T h e i n f o r m a t i o n , i n c l u d i n g f i na n c i a l i n f o r m a t i on , c on t a i n e d h e r e i n ha s n o t bee n f i n a l i z e d an d i s s ub j e c t to c ha n g e (t og e t h e r w i th o r |
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| February 14, 2024 |
SC 13G 1 ef20021398sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Rigel Resource Acquisition Corp (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G7573M106 (CUSI |
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| February 14, 2024 |
RRAC / Rigel Resource Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment SC 13G 1 tm246034d9sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Rigel Resource Acquisition Corp. (Name of Issuer) Class A (Title of Class of Securities) G7573M106 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2024 |
RRAC / Rigel Resource Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RIGEL RESOURCE ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 13, 2024 |
EX-99.B 3 d769657dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
EX-99.A 2 d769657dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
RRAC / Rigel Resource Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d769657dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rigel Resource Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G7573M106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 12, 2024 |
RRAC / Rigel Resource Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formrigelresourcesc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Rigel Resource Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) December 31, 2023 (Date of Event Which Req |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rigel Resource Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7573M106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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| January 10, 2024 |
SC 13G 1 schedule13grrac01102024.htm 13G RRAC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rigel Resource Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fil |
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| December 29, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT |
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| December 29, 2023 |
Exhibit 10.3 THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS |
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| December 29, 2023 |
Exhibit 10.2 THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 Rigel Resource Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporat |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Res |
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| October 11, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 5, 2023, by and between Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained |
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| October 11, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2023 Rigel Resource Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporatio |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41022 CUSIP Number: G7573M 106 G7573M 114 G7573M 122 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo |
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| August 10, 2023 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Rigel Resource Acquisition Corp (ROC #373971) (the “Company”) TAKE NOTICE that by minutes of the extraordinary general meeting of the Company dated 7 August 2023, the following special resolutions were passed: Proposal No. 1 “RESOLVED, as a special resolution THAT, effective immediately, |
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| August 10, 2023 |
Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURIT |
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| August 10, 2023 |
Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURIT |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 Rigel Resource Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporation |
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| July 26, 2023 |
Rigel Resource Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Metals Company Exhibit 99.1 Rigel Resource Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Metals Company NEW YORK, July 26, 2023 4:05 PM Eastern Daylight Time-(BUSINESS WIRE)-Rigel Resource Acquisition Corp. (NYSE: RRAC) (the “Company”) today announced that it signed a non-binding letter of intent for a business combination with a company in the global metals sector (“Target”) on March 23, 2 |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporation |
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| July 26, 2023 |
Press Release, dated July 26, 2023 Exhibit 99.1 Rigel Resource Acquisition Corp. Announces Non-Binding Letter of Intent to Acquire Metals Company NEW YORK, July 26, 2023 4:05 PM Eastern Daylight Time-(BUSINESS WIRE)-Rigel Resource Acquisition Corp. (NYSE: RRAC) (the “Company”) today announced that it signed a non-binding letter of intent for a business combination with a company in the global metals sector (“Target”) on March 23, 2 |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 7, 2023 |
July 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N. |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resourc |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporation) |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41022 Rigel Resource Acq |
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| February 14, 2023 |
RRAC / Rigel Resource Acquisition Corp - Class A / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d455532dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RIGEL RESOURCE ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing o |
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| February 13, 2023 |
RRAC / Rigel Resource Acquisition Corp - Class A / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 26, 2023 |
CORRESP 1 filename1.htm January 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attention: William Demarest and Kristi Marrone Re: Form 10-K for the fiscal year ended December 31, 2022[sic] Filed March 31, 2022 File No. 001-41022 Ladies and Gentlemen: Rigel Resource Acqu |
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| January 10, 2023 |
CORRESP 1 filename1.htm January 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attention: William Demarest and Kristi Marrone Re: Form 10-K for the fiscal year ended December 31, 2022[sic] Filed March 31, 2022 File No. 001-41022 Ladies and Gentlemen: Rigel Resource Acqu |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Rigel Resource Acquisition Corp. (Exact name of re |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Rigel Resource Acquisition Corp. (Exact name of registr |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41022 CUSIP Number: G7573M 106 G7573M 114 G7573M 122 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Repo |
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| June 16, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rigel Resource Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7573M106 (CUSIP Number) June 6, 2022 (Date of Event which Requires Filing of this Statement) Check the appr |
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| May 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2022 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction of incorporation) |
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| May 24, 2022 |
Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURIT |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Rigel Resource Acquisition Corp. (Exact name of regist |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and Jonathan Lamb. Exhibit 10.8 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee? |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and L. Peter O’Hagan. Exhibit 10.12 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and Nathanael Abebe. Exhibit 10.9 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“Indemnitee” |
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| March 31, 2022 |
Description of the Company’s Securities. Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Rigel Resource Acquisition Corp. (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordina |
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| March 31, 2022 |
Code of Ethics and Business Conduct of the Company Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF RIGEL RESOURCE ACQUISITION CORP. 1. Introduction The Board of Directors (the ?Board?) of Rigel Resource Acquisition Corp. (the ?Company?) has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and Kelvin Dusnisky. Exhibit 10.11 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-41022 Rigel Resource |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and Oskar Lewnowski. Exhibit 10.7 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee? |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and Christine Coignard. Exhibit 10.10 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee |
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| March 31, 2022 |
EX-10.14 10 rigelresourcesex10-14.htm EXHIBIT 10.14 Exhibit 10.14 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Compan |
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| March 31, 2022 |
Indemnity Agreement, dated November 4, 2021, between the Company and Timothy Keating. Exhibit 10.13 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 4, 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Rigel Resource Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7573M 106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Rigel Resource Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G7573M122 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 7, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Rigel Resource Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing December 27, 2021 NEW YORK, NY, December 23, 2021 ? Rigel Resource Acquisition Corp. (the ?Company?) today announced that, commencing December 27, 2021, holders of the units sold in the Company?s initial public offering of 30,000,000 u |
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| January 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 Rigel Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other jurisdiction (Commission |
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| November 16, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 rigelresource8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or ot |
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| November 16, 2021 |
Rigel Resource Acquisition Corp. Index to Financial Statement Exhibit 99.1 Rigel Resource Acquisition Corp. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 9, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Rigel Resource Acquisition Corp. Opinion on the Financial Statement We have audited th |
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| November 12, 2021 |
Sculptor Capital LP - SCHEDULE 13G SC 13G 1 d435489dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RIGEL RESOURCE ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7573M122 (CUSIP Number) November 5, 2021 (Date of Event Which Requires Filing of |
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| November 9, 2021 |
Exhibit 10.5 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of November 4, 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Orion Mine Finance Fund III LP, a Cayman Islands exempted limited partnership (together with its permitted assignees, the “Purchaser”). Recitals WHEREAS, the Company |
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| November 9, 2021 |
Underwriting Agreement, dated November 4, 2021, between the Company and Goldman Sachs & Co. LLC. Exhibit 1.1 RIGEL RESOURCE ACQUISITION CORP. 27,500,000 Units Underwriting Agreement November 4, 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 Ladies and Gentlemen: Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement?), to issue and sell to the Gold |
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| November 9, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 4, 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 |
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| November 9, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2021 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001- 98-1594226 (State or other jurisdiction of incorporation) |
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| November 9, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RIGEL RESOURCE ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED 4 NOVEMBER 2021 AND EFFECTIVE ON 4 NOVEMBER 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION O |
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| November 9, 2021 |
Rigel Resource Acquisition Corp. Announces Pricing of $275 Million Initial Public Offering Exhibit 99.1 Rigel Resource Acquisition Corp. Announces Pricing of $275 Million Initial Public Offering NEW YORK, November 4, 2021 /PRNewswire/ - Rigel Resource Acquisition Corp. (the ?Company? or ?RRAC?), a special purpose acquisition company, today announced the pricing of its initial public offering of 27,500,000 units at a price of $10.00 per unit. The units are expected to be listed on The Ne |
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| November 9, 2021 |
Registration Rights Agreement, dated November 4, 2021, among the Company and the Sponsor. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 4, 2021, is made and entered into by and among Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the ?Sponsor?), and any other parties listed on the signature |
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| November 9, 2021 |
Administrative Services Agreement, dated November 4, 2021, between the Company and the Sponsor. Exhibit 10.6 Rigel Resource Acquisition Corp. 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 November 4, 2021 Rigel Resource Acquisition Holding LLC 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and between Rigel Resource Acquisit |
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| November 9, 2021 |
Exhibit 4.1 WARRANT AGREEMENT RIGEL RESOURCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 4, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated November 4, 2021, is by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such |
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| November 9, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 4, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the |
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| November 9, 2021 |
Exhibit 10.1 November 4, 2021 Rigel Resource Acquisition Corp. 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Rigel Resource A |
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| November 8, 2021 |
$275,000,000 Rigel Resource Acquisition Corp. 27,500,000 Units 424B4 1 rigelresourceacq424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-260356 PROSPECTUS $275,000,000 Rigel Resource Acquisition Corp. 27,500,000 Units Rigel Resource Acquisition Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorgan |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1594226 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer I |
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| November 4, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 4, 2021. As filed with the U.S. Securities and Exchange Commission on November 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organizati |
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| October 19, 2021 |
Form of Amended and Restated Memorandum and Articles of Association EX-3.2 3 rigelresourceex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RIGEL RESOURCE ACQUISITION CORP (adopted by special resolution dated [ ] 2021 and effective on [ ] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTAT |
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| October 19, 2021 |
Form of Audit Committee Charter EX-99.1 18 rigelresourceex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF RIGEL RESOURCE ACQUISITION CORP. EFFECTIVE AS OF , 2021 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Rigel Resource Acquisition Corp. (the “Company”) is to provide assistance to the Board in fulfillin |
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| October 19, 2021 |
Form of Forward Purchase Agreement between the Registrant and an affiliate of the sponsor Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Orion Mine Finance Fund III LP, a Cayman Islands exempted limited partnership (together with its permitted assignees, the “Purchaser”). Recitals WHEREAS, the Company was in |
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| October 19, 2021 |
Exhibit 99.4 CONSENT OF CHRISTINE COIGNARD In connection with the filing by Rigel Resource Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| October 19, 2021 |
Exhibit 99.5 CONSENT OF KELVIN DUSHNISKY In connection with the filing by Rigel Resource Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t |
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| October 19, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File N |
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| October 19, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021. Between: (1) RIGEL RESOURCE ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“Indemnitee”). Whereas: (A) The Company |
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| October 19, 2021 |
EX-10.8 14 rigelresourceex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Rigel Resource Acquisition Corp. 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 [●], 2021 Rigel Resource Acquisition Holding LLC 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement |
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| October 19, 2021 |
Form of Code of Ethics and Business Conduct Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF RIGEL RESOURCE ACQUISITION CORP. |
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| October 19, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT RIGEL RESOURCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
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| October 19, 2021 |
Exhibit 99.6 CONSENT OF PETER O'HAGAN In connection with the filing by Rigel Resource Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t |
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| October 19, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Spons |
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| October 19, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP RIGEL RESOURCE ACQUISITION Corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A Ordinary Share, par value $0.0001 per sha |
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| October 19, 2021 |
Exhibit 10.2 [], 2021 Rigel Resource Acquisition Corp. 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Rigel Resource Acquisiti |
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| October 19, 2021 |
Form of Underwriting Agreement Exhibit 1.1 RIGEL RESOURCE ACQUISITION CORP 25,000,000 Units Underwriting Agreement [DATE], 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 Ladies and Gentlemen: Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Goldman Sa |
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| October 19, 2021 |
Exhibit 99.7 CONSENT OF TIMOTHY KEATING In connection with the filing by Rigel Resource Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to |
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| October 19, 2021 |
EX-10.4 11 rigelresourceex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”), and a |
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| October 19, 2021 |
Specimen Class A Ordinary Share Certificate Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP RIGEL RESOURCE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF RIGEL RESOURCE ACQUISITION CORP. (THE “COMPANY”) transferable on the register of membe |
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| October 19, 2021 |
Form of Compensation Committee Charter Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF RIGEL RESOURCE ACQUISITION CORP. EFFECTIVE AS OF , 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Rigel Resource Acquisition Corp. (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and pract |
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| October 19, 2021 |
Form of Nominating and Corporate Governance Charter Exhibit 99.3 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF RIGEL RESOURCE ACQUISITION CORP. EFFECTIVE AS OF , 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Rigel Resource Acquisition Corp. (the “Company”) shall be to identify and to recommend |
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| October 19, 2021 |
As filed with the Securities and Exchange Commission on October 19, 2021. S-1 1 rigelresources1.htm S-1 As filed with the Securities and Exchange Commission on October 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1594226 (State or other ju |
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| July 2, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF RIGEL RESOURCE ACQUISITION CORP THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF RIGEL RESOURCE ACQUISITION CORP 1 The name of the Company is Rigel Resource Acquisition Corp. 2 The Registered Office of the Co |
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| July 2, 2021 |
As submitted confidentially with the Securities and Exchange Commission on July 2, 2021. |
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| July 2, 2021 |
EX-10.5 5 filename5.htm Exhibit 10.5 Rigel Resource Acquisition Corp. 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 May 6, 2021 Rigel Resource Acquisition Holding LLC 7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY 10018 RE: Securities Subscription Agreement Ladies and Gentlemen: Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Com |
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| July 2, 2021 |
EX-10.1 4 filename4.htm Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE |
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| July 2, 2021 |
EX-4.4 3 filename3.htm Exhibit 4.4 WARRANT AGREEMENT RIGEL RESOURCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent |
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| June 17, 2021 |
As submitted confidentially with the Securities and Exchange Commission on June 17, 2021. |
